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Apparently market insiders and equity funds never chase after material event driven price gains. Clearly, the vested interests of their clients, shareholders, & all employees in market predictability far exceed the opportunity status of individual investors.
I am hoping EXCELLENT ARB news is released tomorrow so that CVM's weighting in the Russell MicroCap increases for Monday. This will force index funds to formulaically chase its parameters, thus creating a two day bang bang effect on price.
It is now reasonable to believe that ErgoMed has sold the 600,000 shares of stock issued to it by CVM since monday's Effectiveness of the S-1 registered Payment Contract and that Cel-Sci currently has had its net debt to ErgoMed reduced to 0 until at least Sep 18.
Such sales would benefit early investments by Index Funds tied to the Russell MicroCap.
ErgoMed June 18th due date for February 18th Invoice for $229,134.02 [Paid}
July 18th due date for Mar 18th Invoice for $282,542.13 [Paid?]
August 18th due date for April 18th Invoice for $238,477.33
Contract http://filings.irdirect.net/data/725363/000165495418005707/cvm_ex103.htm
S-1 http://irdirect.net/filings/viewer/index/725363/000165495418005883/
The MarketCap minimum last year was $30 million. On the index inclusion May 11th cutoff date, Cel-Sci had a MarketCap of $50 million. Final list exclusions are based upon SEC shortfalls, bankruptcies, buyouts, & other business closure reasons.
Cel-Sci's addition to the Russell MicroCap Index makes its release of the Shareholder Letter well timed.
http://www.ftserussell.com/files/support-documents/2018-preliminary-russell-microcap-index-additions
Posturbating onanism.
Preliminary Russell MicroCap Index delete & add list posts on June 8th
Reconstitution finalized after market close on June 22nd
Most likely day of Arbitration announcement Poll
June 6 [30 business day since trial closing]
June 15 [51st calendar day & 37th business day]
June 25 [61st calendar day & 43rd business day]
June 27 [45th Business day since trial closing]
june 29 [65th calendar day & 47th business day]
CVM-WS are exceptions
17 CFR 243.100 - General rule regarding selective disclosure
https://www.law.cornell.edu/cfr/text/17/243.100
CVM cannot use ARB decision to gain cash from the exercise of warrants without an 8k public disclosure (except CVM-WS); else, it entraps all involved in the exercise of warrants in Insider Trading. Without the exercise of warrants CVM must dilute to obtain cash needed to sustaine itself at bare Data Collection operations through any potential appeal.
Rule 12b-2 17 CFR 240.12b-2
If the registrant previously has reported substantially the same information as required by this form, the registrant need
not make an additional report of the information on this form. To the extent that an item calls for disclosure of developments concerning
a previously reported event or transaction, any information required in the new report or amendment about the previously reported
event or transaction may be provided by incorporation by reference to the previously filed report.
Section 8.01 other events
Certified Mail
Not included in that URL or its search generative parameters is Legally Effective Notice of Arbitration Decision for Edgar Filing requirements.
Expected letter carrier delivery from a Friday the 25th decision would have been either on the 30th or 31st. My guess is the 4 day edgar filing window has just begun.
CEL-SCI's arbitration claim is initiated under the Commercial Rules of the American Arbitration Association alleging (i) breach of contract, (ii) fraud in the inducement, and (iii) common law fraud, and seeks at least $50 million in damages.
http://cel-sci.com/press_150.html
Commercial Rules of the American Arbitration Association
https://www.adr.org/sites/default/files/Commercial%20Rules.pdf
R-45. Time of Award
The award shall be made promptly by the arbitrator and, unless otherwise agreed by the parties or specified by law, no later than 30 calendar days from the date of closing the hearing, or, if oral hearings have been waived, from the due date set for receipt of the parties’ final statements and proofs
Notice of ARB decision likely is being served through certified mail, thus impacting the start of the edgar filing window.
https://www.sec.gov/rules/final/33-8400.html
4 business days
At this point, the only other alternative timetable for the rendered decision legitimately conceivable for investors would have been established in the arbitration contract between Cel-Sci & Inventiv & based upon terms laid out in the Clinical Research contract between the two parties.
I'd expect investor relations to have had to make assurances in its solicitations to warrant holders about the general environment to be expected for exercised warrants. To that end, IR would have had to include dilution possibilities associated with extended mediation
$22 million of non-tradeable warrants [not CVM-WS] likely profitably exercised in recent weeks [$35 million not exercised}
Warrants
Series DD 12/8/2016 1,360,960 $4.50 7/1/2018
Series EE 12/8/2016 1,360,960 $4.50 7/1/2018
Series N 8/18/2008 85,339 $3.00 8/18/2018 [likely exercised|
Series S 10/11/13- 10/24/14 1,037,120 $3.00 10/11/2018
Series V 5/28/2015 810,127 $19.75 5/28/2020
Series W 10/28/2015 688,930 $16.75 10/28/2020
Series X 1/13/2016 120,000 $9.25 1/13/2021
Series Y 2/15/2016 26,000 $12.00 2/15/2021
Series ZZ 5/23/2016 20,000 $13.75 5/18/2021
Series BB 8/26/2016 16,000 $13.75 8/22/2021
Series Z 5/23/2016 264,000 $13.75 11/23/2021
Series FF 12/8/2016 68,048 $3.91 12/1/2021
Series CC 12/8/2016 680,480 $5.00 12/8/2021
Series HH 2/23/2017 20,000 $3.13 2/16/2022 [likely exercised|
Series AA 8/26/2016 200,000 $13.75 2/22/2022
Series JJ 3/14/2017 30,000 $3.13 3/8/2022 [likely exercised|
Series LL 4/30/2017 26,398 $3.59 4/30/2022
Series MM 6/22/2017 893,491 $1.86 6/22/2022 [likely exercised|
Series NN 7/24/2017 539,300 $2.52 7/24/2022 [likely exercised|
Series OO 7/31/2017 60,000 $2.52 7/31/2022 [likely exercised|
Series QQ 8/22/2017 87,500 $2.50 8/22/2022 [likely exercised|
Series GG 2/23/2017 400,000 $3.00 8/23/2022 [likely exercised|
Series II 3/14/2017 600,000 $3.00 9/14/2022 [likely exercised|
Series RR 10/30/2017 583,057 $1.65 10/30/2022 [likely exercised|
Series KK 5/3/2017 395,970 $3.04 11/3/2022 [likely exercised|
Series SS 12/19/2017 1,289,478 $2.09 12/18/2022 [likely exercised|
Series TT 2/5/2018 1,875,860 $2.24 2/5/2023 [likely exercised|
Series PP 8/28/2017 1,750,000 $2.30 2/28/2023 [likely exercised|
*
A rendered arbitral decision is a Material Event subject to 4 business day reporting rule.
For Cel-sci submitting to further award mediation would guarantee the need for equity dilution on unfavorable terms. On the other hand, dilution made after an appeal filing to an award decision has stimulated the exercise of all available warrants weighs as nothing more than a tickled annoyance.
Let me emphasize the value of the exercise of warrants because of price action generated by reporting the arbitration award >>>> 19 million common shares starting at $1.75....could quickly generate about $50 million dollars to offsettingly support CVM clinical, NDA, & business needs during an appeal's delay of the arbitration award.
Appeals
28. Can arbitration proceedings and awards be appealed or challenged in the local courts? What are the grounds and procedure? Can parties waive any rights of appeal or challenge to an award by agreement before the dispute arises (such as in the arbitral clause itself)?
https://content.next.westlaw.com/Document/I46606fd91c9011e38578f7ccc38dcbee/View/FullText.html?contextData=(sc.Default)&transitionType=Default&firstPage=true&bhcp=1
Rights of appeal/challenge
There is no right to appeal an arbitration award in the ordinary sense. Rather, an award can only be vacated based on the limited grounds set out in the FAA or CPLR (see below, Grounds and procedure).
Grounds and procedure
An award can be vacated where (section 10, FAA):
The award was procured by corruption, fraud, or undue means.
There was evident partiality or corruption in the arbitrators, or any of them.
Where the arbitrators were guilty of misconduct in refusing to postpone the hearing, upon sufficient cause shown, or in refusing to hear evidence relevant and material to the dispute; or of any other misbehaviour by which the rights of any party have been prejudiced.
The arbitrators exceeded their powers, or so imperfectly executed them that a mutual, final, and definite award on the subject matter submitted was not made.
Section 11 of the FAA adds several additional grounds for modifying or correcting an award. These are where:
There was an evident material miscalculation of figures or an evident material mistake in the description of any person, thing, or property referred to in the award.
The arbitrators have awarded on a matter not submitted to them, unless it is a matter not affecting the merits of the decision on the matter submitted.
The award is imperfect in matter of form not affecting the merits of the dispute.
The CPLR contains similar grounds for vacatur and modification.
In summary, to overturn an arbitral award rendered in the US, there must generally be some form of fatal procedural or due process violation, affecting the legitimacy of the proceedings or effectively preventing the parties from putting on their case.
Clearly, the ARB decision did not occur before May 24th. Our questions should be (1) will Cel-Sci pr ARB outcome before the Notice of Effectiveness expected tomorrow after close or (2) Will it allow Ergomed to sell as many shares of the 600,000 to slow any potential share price gains from ARB news that could be released as late as Thursday?
https://www.adr.org/sites/default/files/Commercial%20Rules.pdf
The parties may modify any period of time by mutual agreement. The AAA or the arbitrator may for good cause extend any period of time established by these rules, except the time for making the award.
R-43. Serving of Notice and Communications (At ISSUE)
(a) Any papers, notices, or process necessary or proper for the initiation or continuation of an arbitration under these rules, for any court action in connection therewith, or for the entry of judgment on any award made under these rules may be served on a party by mail addressed to the party or its representative at the last known address or by personal service, in or outside the state where the arbitration
is to be held, provided that reasonable opportunity to be heard with regard to the dispute is or has been granted to the party.
(b) The AAA, the arbitrator and the parties may also use overnight delivery or electronic facsimile transmission (fax), or electronic (e-mail) to give the notices required by these rules. Where all parties and the arbitrator agree, notices may be transmitted by e-mail or other methods of communication.
Additionally, any settlement would erode public trust of Syneos & impair cash flow to a greater extent than any one off judgment made against Pharmanet/Inventiv even if Syneos ultimately had to make the payout.
A settlement agreement creates an adverse material event for Syneos because it would not be covered by the Navigators Policy. Because such a settlement admits negligence, it will force Syneos to also pay legal costs incurred by Navigators.
The possibility of a settlement or settlement discussion appears to be negated by “In the very near term we are awaiting a decision from the arbitrator in our case against our former CRO."
My comment implied the internal calculus I expect the Judge is using for his arbitration decision. If he had found CVM to be at fault, I would have expected his decision to have been released within 7-10. If mixed fault were found or the judgement award was 50 million or less, then his decision would have been released during the 11-22 day with growing reward size & reduction in fault assignment being associated with a higher number of elapsed days. Since day 26 is tomorrow, the decision release should also begin to reflect the judge's own commitment to productively execute responsibilities.
http://cel-sci.com/press_150.html
Commercial Rules of the American Arbitration Association
https://www.adr.org/sites/default/files/Commercial%20Rules.pdf
R-45. Time of Award
The award shall be made promptly by the arbitrator and, unless otherwise agreed by the parties or specified by law, no later than 30 calendar days from the date of closing the hearing, or, if oral hearings have been waived, from the due date set for receipt of the parties’ final statements and proofs
E-9. Time of Award
Unless otherwise agreed by the parties, the award shall be rendered not
later than 14 calendar days from the date of the closing of the hearing or, if oral hearings have been waived, from the due date established for the receipt of the parties’ final statements and proofs.
Poppa2b is on a disinformation campaign with his new InvestorHub ID. He is using the 10Q expected early this week to build reader expectations to abuse the overhang of their disappointment. There is, however, no reason why the arbitration decision event occurring in this quarter should be included in the filing for the last quarter. Furthermore, it is already apparent that arbitration confidentiality is limited to trade secrets, filings, & transcripts; otherwise, CVM could not have disclosed its participation & objectives in the proceedings nor could it have revealed its litigation strategy & who its litigator is.
http://investor.incresearch.com/sec-filings/sec-filing/10-q/0001610950-18-000019
Item 1. Legal Proceedings.
We are party to legal proceedings incidental to our business. While our management currently believes the ultimate outcome of these proceedings, individually and in the aggregate, will not have a material effect on our unaudited condensed consolidated financial statements, litigation is subject to inherent uncertainties. Were an unfavorable ruling to occur, there exists the possibility of a material adverse impact on our financial condition and results of operations.
Item 1A. Risk Factors.
There have been no significant changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2017. See “Risk Factors” in Part 1, Item 1A of that report for a detailed discussion of risk factors affecting the Company.
PR about closing statements seems like a waste of money. The language discussing the closing arguments used in the Shareholder Letter seems to have a subtle time valence difference from what is used in the MicroCap Presentation.
Did the motion submitted by Inventiv lawyers intend to exclude discovery of the reasons why a potential monetary judgment will have been rendered against their client?
Enrollment completion likely entailed a milestone payment to CRO, just as it entailed milestone stock awards. It is possible that the cost uncertainties presented by ARB, FDA, & SEC were the primary reason Cel-Sci tepidly attempted to alter Investigation protocols by using knowable death rate timelines as a pretext to delay contractually bound payment to CRO.
Looks like navigators v pharmanet will see the 2018 judicial calendar while investors are left counting crows.
InVentiv, as a corporate entity after the merger, exists only for the sake of its ongoing litigation. Is the InVentiv v Navigator's case really a contest to decide how & when arbitration costs are written off (looks better for INC research if cost does not appear until 2018, I suspect) (while Navigators, as an established entity since 1974 & with a market cap of 1.6 billion & quarterly revenues of 300 million, would likely prefer to have the loss mitigate fy2017 taxes )....other questions to ask are 1) what is the coverage cap of PharmaNet's insurance policy & 2) what is the probability that an arbitration award to Cel-Sci will exceed coverage limits *thus entailing PharmaNet/ Inventiv/INC research must make up in payment***
...
I expect Cel-Sci to gain more than 50 million from arbitration with only a very slight chance that the award maxes at 100 million
Translation
InVentiv: "Our Navigator's Policy guarantees legal fee payment under the conditions we encounter no matter what"
Navigators: "It is unfair to make us pay legal bills if those legal bills mount in costs because InVentiv has been exploiting delays"
Has anyone calculated how much Cash cel-sci will generate if all available warrants are exercised? Determined expected share count? & weighted effective share price expectations....$125 warrant hypotheticals
Call JG Wentworth (855) 688-9669
All should sell because in December 2016 the FDA challenged CVM to demonstrate that its treatment protocol was not 'futile' . The fact that all subsequent FDA & cel-sci interactions focused only on the Investigator Brochure (after Cel-Sci recognized that incoming data did not require enrollment & survival rate changes to meet stated IND objectives) & not whether the Multikine protocol should be deemed 'futile' clearly is just obfuscation by a regulatory agency (the FDA) not beholden to transparency & its enforcement.
Standard of Care survival rates for Head & Neck Cancer max out around 10 months post treatment. Treatment becomes incrementally more toxic. It is, sadly, not outside the realm of possibility that the control group has already hit a high death number; thus leading to the withdrawal of IND enrollment amendment. If death rates in the MK group matched SOC, the FDA would have forced a study failure announcement rather than quibbling about Investigator Brochure details essential to potential fast track status (if this line of reasoning holds water)
Timmmmbbbbbeeeeeerrrrrrr............?
http://www.cbrneusa.com/sessions/state-of-the-art-projects-of-international-threat-reduction-initiatives/
Nuclear Smuggling Detection and Deterrence (NSDD)
JUPITR Biosurveillance Program in Korea
Integrated Multiplex Assay and Sampling System
Dr. Peter Emanuel, JPEO-CBD/ ECBC april 30, 2015 time 2:30-4:00pm
I thought the board would be ripe with speculative comments Today